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Introduction to statutory interpretation The aim of statutory interpretation is to determine the legal meaning of a statute, that is, the sense that expresses the legislator’s intention. The clearest guide to that intention is the statutory wording itself, read in its context and with its overall purpose in mind, and its broader legislative setting. Courts should seek to fulfil the purpose of legislation by construing its language, so far as they can, in the manner that most effectively serves that purpose. Put differently, the courts’ default method is purposive, and every enactment is to be construed with that end in view. There is a starting presumption that the grammatical and ordinary sense of an enactment reflects the meaning intended by the legislator. Where an enactment reasonably bears only a single meaning, and no other interpretative tools or
This Practice Note addresses identifying a fiduciary, fiduciary duties and obligations, the no conflict rule, the no profit rule, a fiduciary's duty of confidence, and the remedies available for breach of fiduciary duty. Who is a fiduciary? There is no definitive catalogue of relationships that give rise to fiduciary obligations at common law in every situation universally. Certain relationships are inherently fiduciary, eg trustee and beneficiary, solicitor and client, principal and agent, business partner and co-partners, together with mortgagor and mortgagee. The obligations of some fiduciaries have been set out in statute; for instance, trustees owe a statutory duty of skill and care under section 1 of the Trustee Act 2000 (TrA 2000), and directors' relationships with their companies are addressed in the Companies Act 2006 too. For guidance on directors' fiduciary duties, see Practice Note: of directors for further detailed
Definition of ADR Alternative dispute resolution (ADR) is defined in the CPR Glossary as a collective label for methods of settling disputes other than through the usual trial process. Some courts adopt the term ‘negotiated dispute resolution’ (NDR) to describe resolution by alternative means; for ease, this Practice Note uses ADR. For guidance on how ADR is addressed in the various court guides, see Practice Note: ADR and NDR in the court guides. In essence, ADR is a means of resolving a dispute outside the court system. It typically involves a neutral third party who either helps the parties reach a negotiated outcome, or issues a determination of the dispute that is legally binding. A binding result can follow where the agreement to refer the dispute to ADR so provides. There are multiple forms of ADR processes. For an outline of the different types and their
In brief The British constitution is uncodified, meaning it does not spring from a single constitutional document or code. It draws on a wide range of written and unwritten sources. Alongside the principal written sources of law in England and Wales—legislation (which has also introduced international and human rights principles into our constitution) and the common law—the constitution also rests on two further unwritten bases within this system: the prerogative, and non-legal constitutional conventions. In addition, on one view the basic or prevailing principle of our constitution, Parliamentary sovereignty, is ultimately grounded in political fact rather than in law. Legislation Legislation is the foremost source of constitutional law. Acts of Parliament may set out detailed constitutional rules, or even pass authority to create them to ministers or to others. Under the doctrine of Parliamentary sovereignty, legislation is traditionally regarded as taking precedence over any other form or kind of
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Banking regulation— Switzerland— Q& A guide This Practice Note provides a Switzerland-focused Q& A on banking regulation, appearing in the Lexology Getting the Deal Through series by Law Business Research (law as at 1 January 2023). Authors: Lenz & Staehelin— Patrick Hünerwadel; Shelby R du Pasquier; Marcel Tranchet; Isy Isaac Sakkal. 1. What are the principal governmental and regulatory policies that govern the banking sector? The Swiss Financial Market Supervisory Authority ( FINMA) oversees banks operating in Switzerland. FINMA issues licences to companies carrying out banking business, rather than to their executives or owners. Licensing conditions are prescribed by the Swiss Federal Act on Banks and Savings Banks (the Banking Act). Applicants must show that those responsible for management are of sound reputation and ensure proper business conduct (a guarantee of irreproachable activity). If, at any point, licensing criteria cease to be met,...
This Practice Note presents the Swiss Arbitration Centre and the Swiss Rules of International Arbitration (the Swiss Rules). Development of the Swiss Rules Several local Swiss Chambers of Commerce had been providing arbitration services as early as in the latter half of the nineteenth century. The Chambers of Commerce and Industry of Basel, Bern, Geneva, Neuchâtel, Ticino, Vaud and Zurich each operated for years under their own arbitration rules until 2004, when those local regimes were superseded by the 2004 Swiss Rules of International Arbitration (the 2004 Swiss Rules). The 2004 Swiss Rules drew on the 1976 UNCITRAL Arbitration Rules (the UNCITRAL Rules), while introducing some notable and practical adjustments. In particular, in contrast to the UNCITRAL Rules, cases under the Swiss Rules are formally overseen by an administering institution. In 2010, a working group was set up to...
Note— To check whether notification thresholds in Sweden and worldwide are reached, see: Where to Notify. 1. Have there been any recent developments regarding the regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Sweden? Sweden’s merger control framework sits within the Swedish Competition Act ( Competition Act). Since 2018, when the Swedish Competition Authority ( SCA) was empowered to block transactions and approve them with conditions, no amendments have entered into force. That said, proposals are on the table to adjust the regime. One suggestion would allow the SCA to require businesses to notify intended mergers that currently fall outside the Act’s mandatory filing rules. At present, notification is required where the parties’ combined Swedish turnover exceeds SEK 1bn and at least two parties each generate over SEK 200m in Sweden. The SCA may...
This table outlines all concluded inquiries by Sweden’s competition authority (the Swedish Competition Authority— SCA) into suspected cartels, anti‑competitive arrangements and abuse of dominance ( Articles 101/102 TFEU and national counterparts) since 2018. Only matters that have been publicly disclosed are included... 2025 Investigations under Article 101 TFEU/ Chapter 2, Section 1 of the Competition Act Digital healthcare services Doktor.se Min Doktor SEK Doktor24 Kry Issues: Restrictive agreements Developments: Infringement decision announced—03/04/2025; fines totalling SEK 26m imposed Investigations under Article 102 TFEU/ Chapter 2, Section 7 of the Competition Act The Swedish Competition Authority has not yet issued any decisions under Article 102 TFEU/ Chapter 2, Section 7 2024 Investigations under Article 101 TFEU/ Chapter 2, Section 1 of the Competition Act The Swedish Competition Authority did not issue any decisions under Article 101 TFEU/ Chapter 2, Section 1 in...
Interim remedies from the tribunal The Swedish Arbitration Act ( SAA) applies to all arbitrations seated in Sweden, irrespective of any international nexus ( Section 46 SAA). An official translation into English is available through the SCC Arbitration Institute. Under Section 25, paragraph 4 of the SAA, interim relief—described as “provisional and conservatory measures”—can be granted in international arbitration proceedings in Sweden. That provision states that, unless the parties have agreed otherwise, an arbitral tribunal may, at the request of one party, order provisional or conservatory measures. The tribunal may additionally require the requesting party to provide reasonable security for the damages that the opposing party may incur as a result of such an interim measure. These measures are expressly available in international arbitrations seated in Sweden. A comparable rule empowering tribunals to order interim measures is contained in the 2023...
Swedish law differentiates between ‘ Swedish arbitral awards’ and ‘foreign arbitral awards’. Domestic awards are enforceable in the same manner as judgments of Swedish courts, and, notably, they proceed without any exequatur requirement. In contrast, to execute a foreign arbitral award in Sweden, one must first secure exequatur from the Court of Appeal and then apply to the Swedish Enforcement Authority for execution of the award. In practice, the procedure is straightforward and will usually take a few weeks, unless the counterparty raises objections, in which event the process may become considerably lengthier. This practice note deals solely with the enforcement of foreign arbitral awards and does not consider domestic awards within this context and scope. Before examining the rules governing enforcement of foreign arbitral awards in Sweden, a brief outline concerning invalidity and the setting aside of an arbitral award will be provided for...
The information shared in this piece is of a general nature. Please note that individual facts and contexts may result in different conclusions. Loan market and developments A concise overview of the current condition of Sweden’s loan markets and notable recent movements is set out below. Sweden’s financial landscape, including lending, has undergone a marked transition in recent years amid heightened macroeconomic uncertainty and rising interest rates. By the first quarter of 2024, buyout activity in Sweden had fallen sharply, reflecting a wider deceleration across the Nordic region. Even so, the market has demonstrated durability, with capital increasingly channelled towards high-growth areas such as technology, renewable energy, and healthcare, where long-term prospects remain compelling. Software as a Service (‘ Saa S’) businesses have also proved appealing targets. As conditions evolve, alternative sources of finance have taken on greater prominence within Sweden’s loan ecosystem. Direct lending funds and...
The Tribunal’s Power to Determine its Own Jurisdiction ( kompetenz-kompetenz ) This Practice Note examines issues of tribunal jurisdiction under Swedish law. Section 2 of the Swedish Arbitration Act ( SAA) states that: Arbitrators are empowered to decide their own jurisdiction over the dispute. If they conclude that they have jurisdiction, any party may appeal to the Court of Appeal within 30 days of receiving the decision. The arbitral proceedings may continue while the court considers the appeal. Sections 34 and 36 apply to any action challenging an arbitral award that includes a decision on jurisdiction. In consequence, Swedish law endorses the principle of kompetenz-kompetenz (la compétance de la compétance), meaning arbitrators have authority to rule on their own competence. In doing so, they should also observe the separability doctrine, which the SAA has codified (see: No Jurisdiction below)......
In the context of lending, borrowers commonly use derivatives to manage specific exposures, including: interest rate risk, by entering into an interest rate swap exchange rate risk, by entering into a currency swap commodity price risk, by entering into a commodity swap These swaps are typically executed with a bank acting as the hedging bank or hedging counterparty. As a rule, the hedging bank is better placed than the borrower to shoulder movements in interest rates, foreign exchange or commodity prices. Frequently, the hedging bank mitigates its own position through a back-to-back swap with a market counterparty. This Practice Note sets out the key documentation points to consider when hedging risks in a lending setting. For broader guidance on deploying derivatives in a lending context, see Practice Note: Use of derivatives to hedge against risk in a lending...
The sustainable finance market has seen explosive growth in select product segments over the past five years. Annual green bond issuance, for instance, topped US$500bn in 2021, and environmental resilience is becoming an increasingly significant driver of investment choices worldwide. Yet the Organisation for Economic Co-operation and Development ( OECD) estimates that US$6.9tn a year will be needed through 2050 to fund infrastructure that achieves development goals and delivers a low-carbon, climate-resilient future. If nothing changes, current market finance will fall far short in both scale and approach. One clear but transformative answer is to pool and amplify sustainable assets via sustainable securitisation. For this to be workable, a critical pipeline of sustainable finance assets across multiple classes must be available in the market. Sustainable securitisation can concurrently offer institutional investors access to sustainable assets while easing pressure on bank balance sheets. At...
2018 News 4 January 2019: Commission unveils draft rules obliging investment firms and insurance distributors to factor sustainability into advice— LNB News 04/01/2019 66 20 December 2018: AFME urges a clear, responsive classification framework for sustainable finance— LNB News 20/12/2018 158 19 December 2018: Council of the EU sets its position on low‑carbon benchmarks and disclosure duties— LNB News 19/12/2018 76 18 December 2018: Council of the EU issues a compromise text on proposed disclosure regulation for sustainable investments and sustainability risks— LNB News 18/12/2018 133 17 December 2018: UN Environment releases Sustainable Finance Progress Report and consultation— LNB News 17/12/2018 52 13 December 2018: ECON backs report on amending BMR for low‑carbon and positive carbon impact benchmarks— LNB News 13/12/2018 163 12 December 2018: HM Treasury updates the House of Commons EU Scrutiny and Union Committees on progress of the proposed disclosures Regulation— LNB News 12/12/2018 28 11 December 2018: LMA, APLMA and...
This Practice Note serves as a practical introductory guide to sustainable finance for transactional banking and finance lawyers across the UK and EU contexts. It is also aimed at practitioners working on transactions and documentation within these jurisdictions. For an overview of the UK and EU regulatory landscape around sustainable finance, see Practice Note: —regulatory landscape. Detailed information on all areas of sustainable business, including the regulatory environment, can be found in our ESG and sustainability toolkit. This Practice Note explains the following: what is meant by sustainable finance and environmental, social and governance ( ESG) key drivers behind sustainable finance principal sustainable finance products, including sustainability-linked and green loans, bonds, securitisations and derivatives market challenges, such as disclosure and ‘greenwashing’ information on market approaches and the main industry bodies, and where to find practical guidance on documentation issues What is meant by sustainable finance and...
Introduction to Su DS In natural landscapes, rainfall is caught by vegetation or seeps into the soil, depending on ground conditions, until the soil’s ability to absorb water is surpassed. When that threshold is crossed, surface runoff begins. In commercial or industrial schemes that replace green areas with buildings and hardstanding, interception and natural infiltration are removed or restricted, driving up runoff volumes. Heavy or long-lasting rainfall can therefore create substantial runoff and degrade water quality. Without suitable management this can lead to flooding and pollution, so well-considered drainage design is essential to prevent harm on site and further downstream. Su DS provide an alternative to conventional piped drainage for handling site rainfall run-off and have featured in flood risk policy across the United Kingdom for at least 15 years. The legal basis for Su DS in relation to major...
The basic definition The scope of sustainable development continues to be widely debated. The most familiar articulation emerged in 1987, when the United Nations Commission on Environment and Development ( UNCED) issued Our Common Future, better known as the Brundtland Report. It portrays sustainable development as progress that fulfils current needs without jeopardising the capacity of future generations to fulfil theirs. Embedded within this are two central ideas: the notion of needs, particularly the basic needs of the world’s poor, which should command overriding priority the recognition of limits set by technology and social organisation on the environment’s capacity to satisfy present and future needs Most interpretations of sustainable development draw on elements of this Brundtland formulation; at the very least, it serves as the point of departure for the majority of definitions. Discussion also references adoption and evolution of the...
Defining sustainable development The scope and meaning of sustainable development remain hotly contested. Many descriptions draw upon variations of the renowned Brundtland definition and the three pillars model, often referred to as the triple bottom line of sustainability. Yet, in the absence of a uniform methodology, it is hard to determine how to deliver sustainable development, or to know exactly when, if at all, it has been realised. For detailed definitions of sustainable development, consult these Practice Notes: Sustainable development—definition and application at international level Sustainable development—definition and application at European Union ( EU) level Sustainable development—definition and application at UK level Sustainability indicators Sustainability indicators offer a means to gauge—or at least to approximate—progress towards the policy objective of sustainable development. Origin After the Earth Summit in Rio de Janeiro, Brazil, in 1992, states were encouraged to establish their own sets of...
Sustainable development—global context The Brundtland definition The most widely accepted articulation of ‘sustainable development’ emerged in 1987, when the United Nations ( UN) Commission on Environment and Development produced a report entitled Our Common Future, more commonly known as the Brundtland Report. In it, sustainable development is described as the following: development that fulfils the needs of the present without diminishing the ability of future generations to meet their own. It [sustainable development] embraces two central concepts, set out below: the notion of needs, in particular the essential needs of the world’s poor, which should be given overriding priority; and the recognition of limits imposed by the state of technology and social organisation on the environment’s capacity to satisfy present and future needs. The UN General Assembly endorsed the Brundtland formulation in Resolution 42/187. The UN 2005 World Summit Outcome Document...
This Practice Note provides an overview of the requirements and obligations established by Regulation ( EU) 2023/1542 of the European Parliament and of the Council of 12 July 2023 concerning batteries and waste batteries (the Sustainable Batteries Regulation). The Regulation sets out sustainability, safety, labelling and information rules for batteries placed on the market or put into service in the EU. It spans the full life cycle of every battery sold in the Union, whether EU-made or imported, as shown below, and introduces harmonised requirements for manufacture and marketing, marking and information, conformity assessment, supply chain due diligence, and waste management. The Sustainable Batteries Regulation has been in force since 18 February 2024, but obligations are staged by battery type and will affect different economic operators to varying extents. This Practice Note explains which duties correspond to each battery category, which operator they fall on, and the...
This Practice Note sets out information on sustainability-linked loans ( SLLs) and the key points to address when drafting and negotiating a sustainability-linked loan agreement. It centres on the Sustainability- Linked Loan Principles ( SLLPs) issued by the Loan Market Association ( LMA), the Asia Pacific Loan Market Association ( APLMA) and the Loan Syndications and Trading Association ( LSTA), as periodically updated. For an introductory overview of sustainable finance for transactional banking and finance lawyers, see Practice Note: Introductory guide to sustainable finance for banking and finance lawyers—this outlines the core concepts and challenges in sustainable finance and summarises the regulatory landscape at a high level. See Types of ESG finance—overview for materials on other ESG financing, including green loans and bonds, social loans and sustainability-linked derivatives... What is meant by a...
This Practice Note reviews current and forthcoming rules shaping TMT and examines leading organisations influencing sector benchmarks. It identifies the organisations most influential on evolving industry norms and compliance expectations. It then considers technology’s environmental effects and sets out actions and openings the TMT industries will probably need to adopt to progress towards a sustainable future. The discussion frames both risks and opportunities for TMT as it charts a path towards sustainability. It outlines the part played by the telecoms and media sectors in assessing their environmental footprint and how they might promote sustainable practices. It also reflects on how these sectors can promote greener practices across operations. It concludes by signposting ways companies can tackle sustainability across internal policies and practices, supply chains and the use of technology. For sustainable business guidance, see: ESG and...
This Practice Note This Practice Note describes how sustainability agreements are assessed at present. It first indicates when sustainability initiatives and sustainability standardisation arrangements fall within Article 101 TFEU, as interpreted in the updated Horizontal Guidelines issued. It then recaps what the revised Horizontal Guidelines say about the circumstances and methods for justifying sustainability agreements under Article 101(3) TFEU in practice. Finally, it adds context by outlining recent national developments in this field also. Regulation ( EU) No 1217/2010, the Research and Development Block Exemption Regulation ( R& D BER 2010), and Regulation ( EU) No 1218/2010, the Specialisation Block Exemption Regulation ( SBER 2010)—collectively termed the Horizontal Block Exemption Regulations ( HBERs)—together with the Guidelines on the Applicability of Article 101 TFEU to Horizontal Co-operation Agreements ( Horizontal Guidelines), lapsed on 30 June 2023. As background, on 1 March 2022 the European...
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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...
This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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